Captain Amnesia
by Spirals95
Summary: #13 of my Techorse series. Now that Captain Arbiter has been returned to Canterlot, a plan is hatched to turn him good! But a surprise visitor has other plans for the day...


Captain Amnesia

Techorse Series: #13

By Spirals 95

* * *

Jools and Jops were doing something odd for Celestia's royal guards. They were smiling about what was going on, finally getting to see justice done. They marched side by side as brothers down the well-lit stone hallways of Canterlot's castle, being followed by one dozen gray unicorn guards. Jools and his brother were only to keep the prisoner they were escorting from escaping from the front, the unicorn guards knew electric spells that gave the prisoner marching between the two rows of ponies a reason to avoid trying to get away. In the center of these two columns, a larger white Pegasus pony with a black eyepatch over his scarred face looked down at the floor with his remaining good eye as he was practically dragged by the rope connecting him to the brass bar placed between Jools and Jops' armor. At one time, this pony had been the boss of the two stallions leading him to his doom, but now he could care less. Arbiter, now his only name with no title whatsoever attached to it, was going to have to face the princesses for everything he had done over the past year. It was bad enough that he wanted to re-establish the capital punishment that Celestia had hated with an undying passion. But now he had actually attempted to do in the holders of the elements of harmony, and their newest addition. Jools looked back at the gloomy ex-Captain and chuckled darkly.

"_Arbiter can look as miserable as he wants to, but he knows he deserves this._" Thought the guard, enjoying every tug the rope made on the bar between his brother and him.

The guards reached a pair of doors which marked the entrance to the princess' throne room. At this point Jools and Jops passed the bar back to the unicorns directly behind them, and then opened the large doors so that the 12 could pass through. Once Arbiter was securely inside, Jools and Jops entered and shut the wooden doors with a mighty slam. The unicorn ponies' horns glowed brown as they backed off from Arbiter and stood in a large but definite circle, ready to keep him from avoiding what was coming next. Arbiter looked down at his hooves, frowning at the metal chains bounding his front and rear legs that barely let him walk. Celestia hadn't ordered Arbiter to be chained up, but Jools and Jops suggested it "just to be safe." The princess stood up from her throne, but Luna remained sitting in her seat next to her sister. She gave one slightly angry look at Arbiter before noticing the shackles around his feet. The princess shook her head, letting her multicolored hair flow, and then attempted to make eye contact with either of her Pegasus guards to indicate her disappointment. Jools and Jops consistently looked away, cementing their guilt of disobeying the order not to shackle Arbiter for their own amusement. Looking back at the eyepatched pony, Celestia began to speak to him,

"Arbiter, you are about to stand trial before me. Usually you would receive a jury of your own peers, but in this case you are far too dangerous. I hope never to have to deal with one of my subjects by myself, but you've forced my hoof this time."

Arbiter looked up at Celestia, then down at the floor again without saying anything. It seemed like tears were starting to form in his eye, and the bottom of the eyepatch started to soak, indicating that the organ wasn't completely gone.

"I'm sorry." said Arbiter, sniffing once.

Luna bolted up from her slightly smaller throne and shouted, "Sorry? You are nearly responsible for the loss of Equestria's heroes! You built cruel devices that were banned even before I was sent away for a millennium!"

At those words, Celestia looked back at her sister for a moment in surprise at what she had just heard. She knew that she had her sister's full support if she was willing to bring up her own banishment to prove how dark Arbiter truly was.

"But if you wanted to punish me for what I did." Complained Arbiter as he choked back tears, "Why didn't you simply leave me frozen in that block of amber?"

Earlier that month, Arbiter had been attempting to defeat Techorse in a swordfight, but lost his balance and fell into a pit with a purple worm he had been keeping. The worm seemingly devoured him, but found him indigestible and spat him out in a block of amber instead. This had kept Arbiter preserved, and when the amber was melted away, what had happened was explained to him.

Celestia explained to Arbiter, "Because you wouldn't learn anything from it. My top student determined from her reading that you were in some sort of a coma while inside that block. You need to remember your punishment to avoid making this mistake again."

"Do I get a chance to say goodbye to my family? They won't still be around after one thousand years." asked Arbiter mournfully.

Princess Luna walked up next to her sister and nudged her slightly, as if to indicate that Celestia was supposed to remember what to say next. In reality Luna was supposed to announce Arbiter's punishment, but she had forgotten and was relying on her older sibling to carry through with it. But Celestia gave a flick of her head to urge Luna on. She looked back at Arbiter and cleared her throat before addressing him.

"Although you will be severely punished for what you have done, we do not wish you to be banished. You would be a huge threat upon your return." She said, trying to keep her voice down.

Arbiter nodded slowly and said to the princesses, "Then I guess you're going to put me in one of my own devices. In that case, do I get a last meal?"

Celestia frowned and said, "Neither of us planned on that being your fate, Arbiter. In fact, we took a vote with the very ponies you sought to destroy. Not one of them voted in favor of you suffering that end. They have truly proven themselves the better beings."

Celestia shot Jools and Jops a nasty look when she heard their slight but noticeably "disappointed" groans.

"So after many nights of thinking," said Luna in an attempt to break the awkward silence, "we have decided to seal you away in a remote dungeon specifically designed to hold you! It is built from solid concrete and magical bars that cannot be broken by any tool or weapon! You'll be there forever!"

Arbiter immediately broke down upon hearing this and threw himself on the floor weeping. Some of the guards started to laugh at seeing their ex-boss about to beg for mercy. But what he said next surprised everyone in the throne room.

"I don't even know what I did to deserve that! It must have been something terrible, but I can't remember!" screamed Arbiter.

Celestia and Luna looked at each other for a minute as the room fell silent save for Arbiter's cries. They looked back at the crushed Pegasus.

"You don't remember anything from the past few months?" asked Celestia.

Arbiter nodded and continued calmly but with a lump in his throat, "All I can remember is being some kind of a guard here, and then all of a sudden, I'm being tried for some terrible crime! Yes I kept a guillotine secret from you all these years, but why does the penalty have to be so great for it? I never did plan on using it."

Luna whispered to her older sister, "He doesn't remember Techorse or any of his past actions! Perhaps now instead of locking him up, we can try to turn him into a good pony."

"Great idea." agreed Celestia, "Let's summon Techorse and convince Arbiter to like him. Because he was the only pony Arbiter ever hated, making them friends means that Arbiter will never be a threat again."

* * *

No days were ever truly boring days at the library for Twilight unless absolutely nothing eventful happened. Usually there was something new to learn, or something old to practice or repeat. Unfortunately for Twilight, this had been one of those days where absolutely nothing of interest had appealed to her, and she was simply lying face down on top of her bed, trying her hardest to think of something to do to pass time.

"Are you sure there isn't one spell you could practice?" asked Spike, standing at the foot of Twilight's bed.

"There are lots of spells for me to practice." Answered Twilight, slightly muffled by her face being stuffed into the comforter of her bed, "But magic is much more entertaining when it goes to use."

"Well there's gotta be some spell you can use. We don't close until 8, so you have an hour to help me finish clean up if you're really that bored." suggested Spike, hoping to get out of a few chores by taking advantage of Twilight Sparkle's dull afternoon. Suddenly, Spike felt a nagging sensation in the back of his throat and knew immediately what was going to happen next.

"Hang on." He said quickly before expectorating a small scroll bound with an orange ribbon. Spike held the tiny but ornate roll of parchment in his hand and turned it over curiously. It was only about the size of a reminder note found in offices when unrolled, but the message inside was quite confusing. Twilight looked up from her bed and saw Spike reading the tiny scroll.

"A new message from princess Celestia?" she asked, "What does it say?"

"It's not from Celestia." Said Spike with a confused tone of voice, "This is from two guys called Jools and Jops. Do you know these ponies?"

Twilight's horn glowed softly as she took the message from Spike's hands and moved it in front of her face. The note hovered gently in front of her as she read. While she read the note in her head, she explained to Spike who the authors were.

"Jools and Jops are the princesses' two favorite guards, Spike. They're the white Pegasus ponies who almost never leave their side. A lot of ponies think that they're just doing their job well, but I've always had a feeling the princesses treat them like friends."

Spike sat down on the wood floor and listened curiously, but asked, "So what are they asking?"

Twilight said, "They're saying that Captain Arbiter has been freed from his block of amber, but has lost all memory of what he has done wrong. We are being ordered to bring Tech to Arbiter in hopes of making them friends."

Spike got angry at these words and stood up quickly before shouting, "Why would Techorse ever be friends with that low-life who nearly took away you and the others?" A tiny amount of green flame erupted from his nostrils as he spoke.

"Because." explained Twilight calmly as she put the note on the bed, "Arbiter's reason for doing all that was because he thought if he didn't get rid of Tech, Equestria would be in danger. Now that he's lost his memory, we can over-write that thought with the idea of Tech being a good pony."

"And Arbiter won't be evil anymore?" asked Spike, cooling off a bit.

Twilight nodded, "Right. He could be released into society again without any harm." She then frowned and added, "But I'm not sure if Techorse would ever want to be friends with him after all he did."

"As long as Arbiter's not going to turn you or any of our friends into coasters, I'm happy. Who cares if he can't be best pals with Techie?" said Spike, stating what he believed to be the most likely outcome.

"I guess you're right." said Twilight, smiling a bit now as she turned to get off the bed. She got up from her spot and walked over to a nearby desk, where she magically picked up a quill and began to write a response. "I'll let the princesses know we're coming. The message said to bring two others besides Tech and me, so you'll be coming along to."

"I'm still mad at Arbiter." said Spike, crossing his arms in disgust, "I'd go with you, but I can't stand seeing that guy get away for what he did. He ought to be tortured or something so he knows what it feels like."

Twilight turned around from the desk and scolded her apprentice, "Spike, that's a terrible thing to say! Tech wouldn't want Arbiter to suffer, and neither should you!"

Spike backed off a bit and put his hands out defensively, "Ok, ok. I'm sorry. But I'm not going to go with you because I'm still upset, I'll just mess everything up."

"That's ok." Said Twilight, "But if you're not going, who should I take? I can't take Rainbow Dash because she's still upset over Arbiter's behavior too. I can't take Applejack either for the same reason." Twilight ears drooped when she realized that most of her friends would still harbor too much hatred for Arbiter to be willing to help him become a good pony.

"Take Pinkie and Fluttershy." suggested Spike, "Pinkie never holds a grudge, and Arbiter wanted to marry Fluttershy. Maybe she'll be able to keep him calm even if he can't remember that."

"Good thinking Spike." Said Twilight, turning back to finish writing the letter, "I'll teleport us to the castle tomorrow morning."

"Just be careful, Arbiter's a big threat." cautioned Spike.

"Relax, nothing bad is going to happen." sighed Twilight, finishing the note. She secretly believed that Techorse would have to subdue Arbiter several times over the course of the next day, but was confident that he wouldn't do too much harm.

* * *

The next day, at around ten in the morning, Twilight walked to each of her friend's homes and invited them to witness Arbiter's "redemption." She first stopped at Sugarcube Corner and easily convinced Pinkie Pie to go. However, as they began to walk back for Fluttershy's cottage, they were not so sure about being able to coerce her into going. After all, Arbiter had earlier tried to force Fluttershy to marry him by threatening the team's lives. Twilight and Pinkie reached the cottage on the edge of town and slowly approached the door. After taking a deep breath, Twilight raised a hoof gently to knock. Pinkie Pie rushed up and pounded repeatedly on the wood door with both her front hooves, ruining any chance of quietly announcing their arrival. Twilight moaned and shook her head at her friend's stupidity. After a second, Fluttershy gently opened the door and greeted them.

"Hello Twilight, Pinkie." She said softly, "Is something wrong? You were knocking very quickly."

"Nothing's wrong, we're just excited about going to make Arbiter a good guy!" said Pinkie Pie energetically, "Do you want to come with us?"

Twilight mentally prepared her argument as to why Fluttershy should go with them, waiting for the inevitable cowardly reaction her friend was going to give to hearing about this. But she took a double take at Fluttershy when she heard her say,

"Yes, I'll go."

Twilight's mouth nearly fell open at the statement. Surely Fluttershy wanted to avoid the colt who had tried to force her to be his wife.

Twilight regained composure from the shock and said, "Wow Fluttershy, I thought for sure you'd be afraid to go."

"Oh normally I would, Arbiter is very scary. But if there's a chance we can make him a good colt at heart, I want to help. It's better than him getting locked up."

"That's the spirit!" giggled Pinkie Pie.

Twilight asked them, "Ok girls, step out here into the open and we'll go. Techorse is going to meet us at the castle using his own teleporter machine."

Fluttershy and Pinkie Pie stepped away from the house, with Pinkie giving the door a kick with her hind legs to close it.

"Hang on." Said Twilight, her horn glowing as the teleport spell charged up. Within seconds the three disappeared in a burst of purple light.

* * *

Celestia and Luna sat on their thrones staring endlessly down the red carpet in front of them. Unless Twilight made a mistake, which was unlikely, the team was going to teleport in front of them. As they predicted, purple energy streams began to form, and with a flash, the ponies had appeared.

"Thank you for coming to help." said Celestia, wasting no time, "Arbiter is in the room three doors down towards the west wing of the castle. Remember that he remembers who you are, but nothing about his relationships with you. Take caution, and he will become a good pony. Use the wrong words and we may have to imprison him."

Twilight smiled and said to the princesses, "You can count on us! Hopefully Arbiter will be able to live a better life once we're done with him."

"We hope so too." said Luna, "I may not have learned much about him in the short time I knew him, but I still hate to see any of my subjects become anything so vile."

"Don't worry." Said Pinkie, jumping up and down in place, "We're gonna make Arbiter one of the nicest ponies ever with a little Pinkie power!"

"Speaking of power." said Twilight looking around suspiciously, "Where is that coltfriend of mine? Is it a rule that they're late to everything?"

"Techorse arrived several minutes ago." corrected Celestia, "He's in the tower containing the elements. I'm going to speak with him alone before he joins you."

Twilight nodded and looked at Fluttershy, "Great. Let's go talk to Arbiter in the meantime and see if we can get started on his recovery."

Fluttershy said, "Alright. But can one of you two talk to him first? Remember what he tried to do to me."

As the three turned to go to Arbiter's holding room, Twilight said to Fluttershy, "Don't worry, we won't let him try anything funny. If anything, you'll keep him calm if he still thinks you are beautiful."

Fluttershy nodded and continued to follow her friends out of the throne room and down the long hallways of the castle. The light shone in from the windows, illuminating the white brick of the structure nicely, although a few torches were lit to chase away the remaining shadowy areas in the building. The floor was carpeted in the middle, and occasionally a tapestry hung from the wall. Occasionally a guard would walk pass the three, and sometimes they would smile when Pinkie greeted them, but many of them simply kept walking in a very unfriendly manner. Eventually they came upon the wooden door behind which the now clueless Arbiter was staying.

"Ok, who's up first?" asked Twilight.

"Ooh, pick me!" shouted Pinkie, "Let me try first."

"Pinkie's right." Agreed Fluttershy, "She's so happy that there's no way Arbiter can be mean after talking to her. We can go find other things to do while they talk, Twilight."

"Sounds like a plan." said Twilight, giving her tail a slight swish through the air, "We'll let Pinkie talk with him for an hour, and then I'll take the next shift. Techorse can go after me when the princess is done talking to him if you're still afraid to go, Fluttershy."

Fluttershy smiled in response, and they left Pinkie alone to go find something to keep themselves busy. Pinkie Pie opened the large door by the brass handle on it with her left front leg, and walked into the large room. It was a large but simple place to stay, with a queen sized bed in the middle, a couple of dressers, and no decorative art. A large mirror with a gold ornate frame stood in the right corner of the room, and opposite of it on the other wall was a bay window which was open to let the cool breeze come in. Captain Arbiter was lying down on the bed, with a sad expression on his face. Although he was no longer chained up, he felt as if he would be taken away any minute and never seen or heard from again. Pinkie Pie's entrance into the room caused him to look up at her and smile slightly.

"Hello." he said, "I don't remember your name, but I've seen you before."

"I'm Pinkie Pie, remember?" she asked, "I'm one of Techorse's friends." Pinkie Pie bounced over to Arbiter and leaned in close to the larger pony.

Arbiter rolled off of the bed and stood up quickly, "All I can remember is that I'm guilty of trying to hurt you and Techorse, as well as his other friends. But I don't remember doing anything at all. All I can remember is that I was a captain of something at one point, I got caught with a guillotine, and now I'm here in this room awaiting my fate." Arbiter realized that he was looking out the window and had turned his back on Pinkie Pie. He thought that maybe Celestia had sent her in to deal with him despite her friendly nature.

"You aren't here to hurt me are you?" he asked with a dry throat.

"No, silly!" laughed Pinkie Pie, "I'm here to help you! You were a bad pony, but now I wanna help you be a nice one instead."

Arbiter turned around and looked at Pinkie Pie with his one good eye. Her beaming smile and fluffy pink mane calmed him and subconsciously let him know that she meant no harm whatsoever.

"Alright, I believe you." said Arbiter. He walked past Pinkie Pie and looked in the mirror. Pinkie dashed up next to him and put a leg around the white stallion. Arbiter looked at his reflection in the mirror. His gray mane had gone a bit uncut, and the scar underneath his eyepatch gave him a menacing look.

"Whoever I was, I was a monster." He said sadly, frowning at the ugliness of his damaged eye.

"No you're not!" said Pinkie as she released her hold on him and put all four legs on the floor, "I mean, you were, but you're not anymore. You don't have to be a monster ever again."

"Why do I even have this eyepatch?" asked Arbiter. He paused for a minute and then asked slowly,

"Am I… a pirate?"

Pinkie Pie thought about her response for a split second. She could tell him the truth, but that wouldn't be any fun. In her mind, Arbiter needed to be punished for all his crimes, and nothing was more harmless of a punishment than public humiliation. Instead of facing jail, Arbiter would simply have to become a mockery for a while.

"Yes!" she shouted, "That's why you're in trouble for all those things you did."

"Really?" asked Arbiter, "That means I must have stolen treasure from you, Techorse, and even the princesses!"

"Yeah!" agreed Pinkie, "You're Captain _Arrrbiter_, dread pirate!" She purposefully closed one eye and did her best pirate voice possible.

"But how could a pirate possibly be good?" moaned Arbiter, turning away from the mirror, "All I can do is steal things."

"Well what if you stole things back that had already been stolen from the first place? You could be a stealer who steals from the stealing. You'd be a double stealer!" suggested Pinkie, jumping on the bed and forcing eye contact on him.

"You're right Mrs. Pie." said Arbiter firmly, stomping his right foot, "If anything, I can bring back gold and treasure for the princess and prove that I am on her side. Then perhaps I can go in peace."

"Hang on Arbiter, you're going to need some stuff before you can start helping." said Pinkie, holding out a leg to stop Arbiter from leaving the room. She quickly dashed out the door and returned with a few items, which she dropped quickly in front of Arbiter. A black tricorne hat, and two metal gauntlets with pink crystals on the top of them lay on the floor.

"I like the hat." Said Arbiter, placing it on his head, "But what are those strange pieces of armor?"

"These are those enchanted thingies the unicorn ponies make to help us non-magic ponies pick stuff up!" explained Pinkie, "You love these things because you can use swords with them!"

"I don't want to use a sword." said Arbiter, "It would make me evil."

Pinkie told him, "They won't make you evil if you're nice and use them to defend ponies rather than hurt them!"

"In that case I'm going to the armory to retrieve my favorite sword. It was taken from me by the princesses. After that, lass, I think you and I ought to hunt for some treasure for them. They certainly deserve a gift from me after all I've done." Arbiter smiled at Pinkie and pushed the crystals on the gauntlets with his right hoof. They glowed slightly, and rose in the air magically before settling at Arbiter's sides. They were now under his mental control, and acted as temporary arms. Arbiter flexed the fingers of the gloves and clenched them tightly, testing their function.

"Let's go!" he said, walking out of the room.

"Aye aye, captain!" giggled Pinkie, following him out with a skip in her step.

* * *

On the other side of the castle, Techorse stood in the element tower, waiting for princess Celestia to come and talk to him. He wasn't exactly sure what information he was going to receive, but he understood that if the princess wanted to talk to him alone about the issue, it must be important. Usually secrets were not kept by the leaders unless absolutely necessary for the security of the planet as a whole. But now, Techorse was about to receive some very private information from the princess. He looked at the various stained glass windows in the hallway, each depicting a significant use of the elements of harmony. Twilight had in the past told him about Discord and his defeat, as well as the first time Nightmare Moon had attacked. But several feet down from those two panes of glass was a brand new opening in the castle wall. On this pane of glass, seven ponies were depicted at the bottom with a single crystal floating above them. From these crystals shot seven rays of light which traveled up, piercing the body of a man in a blue cloak. His arms were stretched, and tiny shards of black glass on the figure's face marked an expression of agony. Techorse sighed and recalled the events of his past, before he heard the door to the tower open to his right. Turning, he watched Celestia walk in and approach him, unaccompanied by either Jools or Jops.

"Thank you for being so patient, Techorse." She said, stopping in front of him.

Techorse turned to face the princess and replied, "You're welcome. I assume whatever you needed to tell me must be top-secret. You don't even want Jools and Jops to know!"

"Actually." admitted the princess, looking at the ceiling for a moment, "I left them outside because this message will enrage them. I don't want those two making a scene."

"Oh." said Techorse, trying his hardest not to grin in any way.

Celestia looked back at him and continued, "Techorse, I just wanted to congratulate you on your exemplary attitude towards this whole situation with Arbiter. You could have let him remain in the dungeon forever if you wanted to for all the things he tried to do, but instead you want to help him. This is curious behavior for the holder of the element of Justice."

The green colt smiled and said to Celestia with a hint of sarcasm, "He was only doing his job. He thought I was a threat to the planet, and didn't know what we did. I'm glad we can get him to see things from our perspective."

"Unfortunately." said the princess, frowning and scraping her front hoof on the floor tile, "You were not the only one to suffer from Arbiter's wrath. I found at least a dozen ponies locked up in jails all over Equestria that had been placed there by Arbiter because they merely had a different opinion from me or my sister."

"I'm going to guess Arbiter was paranoid about conspiracy against you." said Techorse.

Celestia shook her head slightly, "No Techorse, he was not worried about me being overthrown. He was always disappointed with me in not ruling with an iron hoof. He thought Equestria would not have the threats or troublemakers it does if I chose to do so. But I value the freedoms of my subjects more than I do perfection of order. That's why the elected senate exists."

"I know." said Techorse, "And it's very wise of you to give your subjects those freedoms."

"They didn't always have them." Admitted Celestia as she looked down, "But after my mistake, I had to do something to alleviate the torment, and giving my ponies more freedom was the best choice I ever made. But until recently it never completely went away." A single tear rolled down her cheek and hit the floor.

Techorse frowned, and with a robotic click, his mechanical arms extended from the saddle on his back and offered a tiny box of tissues to the princess. With her magic, Celestia took a single one of the thin tissues and she dried her eyes.

"I'm sorry. We're getting off the main point." she said, pushing the lump in her throat down.

"It's ok." assured Techorse, retracting the arms into his saddle, "Now what else did you need to tell me?"

"I bet you are wondering how such a cruel pony got the position of captain of the guard." Celestia took a few steps backwards and pointed at a weird stone on the wall. The round and flat rock had a large black marking on it in some weird pattern, and the edges of the rock glowed a very subtle cyan color.

"This stone you see here is a glyph." explained Celestia, "A magic rock capable of giving out large amounts of magic on demand."

Techorse walked up to the stone and gave it a curious look, "So it's a battery for the thought energy that magic is made from?"

Celestia had nearly forgotten about Techorse's scientific theory behind magic, and the simplicity almost stung.

"Yes." She said quickly.

"So why do you have these glyphs?" asked Techorse, looking back at the princess.

Celestia explained, "Did Twilight ever tell you about her brother?"

"Twilight has a brother?"

"Yes, she does." confirmed Celestia.

"Why did she never tell me about him? She never keeps secrets from me!" moaned Techorse, frowning at the thought that the love of his life was keeping something from him.

Ignoring his frustration, Celestia continued to offer her explanation, "Her brother used to be my captain. As a unicorn, he was capable of casting the most powerful force field any unicorn could conjure. He would keep us from falling under siege a few times in his career. But eventually he married my niece and moved away to start his own castle. This left us unshielded and vulnerable."

Techorse interrupted, "So you hired Arbiter and installed these glyphs, which provide a replacement barrier?"

Celestia nodded, "That's right. Arbiter's family contains mostly unicorns that specialize in the production and enchantment of these glyphs. Arbiter's knowledge of how to operate the shield glyphs earned him his job here at the castle."

Techorse smirked, "But he wasn't much of a great pony, was he?"

The princess admitted with a frown, "No, initially he was a prideful but noble warrior who just wanted to see everyone in the castle safe. But then one day, a shadowy figure challenged Arbiter's greatness, and even though he wounded the creature with his favorite sword, the creature slashed his eye. He felt as if he was half a pony from that day on, and became cruel, demanding, and dark."

"If that's true, then the best I can do is make Arbiter a harmless but egotistical guy." said Techorse, shaking his head.

"It's better than having him commit more crimes against ponies." sighed Celestia, "Let's return to the throne room and ask my sister if the others have had any success with Arbiter."

As they returned to the throne room, on the other side of the castle, Fluttershy was enjoying a walk outside in the courtyard. At one time Arbiter had constructed his guillotine out on the cobblestone, but now all was peaceful, and Fluttershy bathed in the warm sun as she tried to confer with the occasional bird or mammal that passed by. While she talked with the animals, the sun hit an object lodged in a hole in a nearby tree, causing it to glimmer. The small flash of light caught Fluttershy's eye, and she turned to look at it.

"What's that?" she wondered aloud, slowly approaching the tree. Halfway up the trunk of the oak was the knothole, and a tiny golden handle stuck out. Fluttershy flapped her wings gently and lifted slowly into the air until she was level with the object. She reached into the dark opening with her head, and gently drew out the object with her teeth. Landing back down on the grass gracefully, Fluttershy placed the object upright on the ground near the roots of the oak and inspected it. The object was a solid gold chalice, decorated with a few rubies on the outside. Fluttershy leaned in close to the golden cup and knelt down a bit on her front legs.

"I wonder if somepony tried to steal this earlier." She said, "I should probably return this."

"Ah, now there's a fine piece of booty." said a voice behind her.

Fluttershy's blood ran cold and her eyes opened wide in fear. She knew captain Arbiter was standing right behind her, and in the past he had wanted to take her as his wife. Fluttershy swallowed hard and prayed that he wouldn't try to do that again. Her legs shook in fear as she heard Arbiter's hooves against the cobblestone, until he eventually passed by her tail end and attempted to make eye contact.

"Excuse me, Fluttershy." Arbiter said in a pirate accent, "Could you let me take this treasure and give it to Celestia? It would make a great gift for her to prove I'm on her side."

Fluttershy gave a huge sigh of relief, and relaxed her muscles before saying, "Sure. I was about to give it back myself, but I guess it would be ok if you did it instead."

"Great, thanks lass!" he said happily, quickly picking up the chalice with his right gauntlet. After grabbing the cup, Arbiter spread his wings and took off to attempt to land in the throne room. Fluttershy looked up at the flying pirate captain, and heard Pinkie Pie giggling beside her.

"Oh dear, did you make Arbiter a pirate, Pinkie?" she asked, looking at her friend.

"Maaaaaybe!" said Pinkie in a teasing tone of voice while rolling her eyes.

Fluttershy said with somewhat of an upset tone, "I think we were supposed to make him a _normal_ good pony. Let's follow him and make sure nothing bad happens to him."

Pinkie said, "Okie dokie lokie!" and dashed off in a burst of speed, leaving Fluttershy behind. She sighed gently and started walking for the door inside.

* * *

Five minutes later, the princesses had assembled the team in front of them. Twilight and Techorse stood next to each other, while Pinkie Pie and Fluttershy were together on their left. They were discussing the day's events so far when Arbiter crashed through the open window and landed with a tumble on the floor. Brushing himself off, he approached the princesses, folded his wings, and bowed while placing the gold chalice in front of them.

"Princess Celestia and Luna, I bring you this cup as a gift!" he said, "Can you please forgive this old pirate of his crimes now?"

Luna turned to her sister and whispered in a confused voice, "Pirate?"

Celestia replied with a surprised voice, "I don't know what my students did to him, but that chalice has been missing for months! It looks like Arbiter wants to be helpful even if he has lost his mind."

Luna then spread her wings and said loudly, "Arbiter, we forgive you of your crimes if you can ask the forgiveness of Techorse, the green colt behind you."

"I remember Techorse." mumbled Arbiter as he looked back at his old enemy. Techorse gave a nervous grin and did a casual wave with one of his robotic arms. Twilight also smiled, hoping that Arbiter would accept the warm invitation and no longer be in trouble for what he had done earlier in the year.

"I cannot remember why I hated him though." Arbiter said, "And until I know why, I can't ask for his forgiveness. But I'll keep getting more treasures for you, your majesty." He then ran out the front door again without saying another word, much to the sadness of Fluttershy and Twilight.

Techorse's ears drooped, and he looked at the red carpet below him, "Darn, I thought for sure Arbiter was going to turn from evil that time."

Twilight rubbed his back gently with a hoof and comforted him, "I'm sure he'll ask you to forgive him eventually. We just have to keep showing him that we want to be friends, not enemies, and he'll turn."

Meanwhile, outside the throne room, Arbiter had taken a left turn and galloped straight down the hallway. To the right, Jools, Jops, and two gray coated unicorn guards were talking about the day's events.

"Did you see the captain?" asked Jops, nearly laughing, "He's running around like an idiot dressed as captain Chromabeard."

"Of course, after all that stress he put us through, it's good to get a laugh out of him!" said one of the unicorns, snickering at his ex-leader's misfortune.

Beneath the four guard ponies, a black mist was beginning to seep in from the windows. After a few seconds, they began to notice the dark fog forming a ball behind them.

"Smoke!" shouted Jools, pointing at the dark wisps, "Sound the fire alarm!" To the shock of the four guards, the "smoke" began to speak to them in a normal, but odd voice, as if the speaker was using a metallic tone and stressing his 's' sounds.

"_No reason for alarm. It will be over quickly_."

The ball of smoke formed a deep, dense, black shade, and then pounced on one of the unicorn guards. Chaos ensued as the pony disappeared completely in the ball, followed by it jumping onto Jools and sucking him in as well. Within 10 seconds of screaming and commotion, the shadowy lump had covered up and consumed all four guards. The dark form spun around in place for a few seconds, and the guard's helmets, armor, and weapons were ejected onto the floor. The shadowy mass then fell onto the ground and slithered its way towards the throne room.

The door flung open as the mass, twice as large as any pony, moved quickly into the room. The four in front of them quickly turned around to look at the intruder. Techorse by instinct switched from his robotic arms to his laser cannons and tracked the cloud of smoke as it began to form a figure. It transformed into a ghostly creature with two glowing golden eyes set inside its body, which it had formed into the shape of a robe. Two arms stuck out from this floating garment, each tipped with one very sharp blade on top of a bony-looking hand. The creature's eyes glowed inside the hood, and it was pitch black beyond the robe. But most curiously of all, the wraith had an orange-colored slash mark running down the right side of its body, as if something had cut it.

"Who are you?" demanded Celestia, "And what is your business barging in here like this?"

"A better question would be, _what_ are you?" asked Pinkie, giving a disturbed face at the beast.

Twilight recognized the creature and answered, "Pinkie, he's a wraith."

The wraith nodded and spoke, "She is correct, pink pony. I am a wraith."

"What's that?" asked Techorse suspiciously, continuing to aim at the intruder.

Twilight pushed Techorse's guns down with her front hooves and explained, "A wraith is a creature made up of pure shadow magic. That might sound bad, but according to all the history books I've read, wraiths have fought monsters for us that have wanted to hurt ponies. They have the power to absorb the monster's weapons and use them for their own. But they always have to stay in that ghostly form as a result." Twilight let go of Techorse's lasers, and he retracted them into the saddle, indicating his desire for peace in the situation.

Twilight then asked the wraith, "Why did you charge in here so quickly? Is there a monster we need to know about?"

The wraith shouted, "Fool! I, Malthus, have not come here to discuss our helping you. I have come to bring an end to wraiths having to risk themselves fighting monsters altogether!"

Celestia said to the angered creature, "If your people no longer wish to help us, then that is fine. But do not expect any favors on our part if you can't help us at all."

"You misunderstand my intentions." said Malthus, "Many wraiths still want to help. But I want to get rid of the monsters attacking Equestria all together. You see, I figured out long ago that it is you ponies who are responsible for the attacks!"

"What?" shouted Pinkie.

Malthus continued to grumble, "That's right, you are to blame. You ponies build your towns so poorly defended, and know your soft tasty meat will entice those beasts to attack."

Twilight got angry at the wraith and argued, "That's not true, those monsters attack because they want to cause as much harm as possible, and we simply have the biggest population to strike at."

"Even so," shouted the wraith, pointing at Celestia, "You have let the wraiths do all your defensive work for you. The one time you managed to get a decent defending force up, I easily took the eye of their leader. Notice how easily I was able to get into the castle this time."

Celestia heard what he said, and she realized in horror that this was the same wraith that had injured Arbiter all those years ago.

"You're the wraith who hurt my captain!" she shouted, "You're the one to blame for him turning evil and attempting to harm my subjects." Celestia's horn began to glow, and energy built up for a magic missile or solid-beam attack.

"I wouldn't do that if I were you." Laughed the large wraith in the room, "I can take that beam attack from you and raze this castle in one blow." Celestia relaxed, and her horn returned to normal, but it was obvious that she was still very upset.

"How do you wish for us to resolve this problem then?" asked Luna.

Malthus laughed and said, "We have a challenge of course. If your followers manage to defeat me in the next hour without you or Celestia helping them, I won't destroy this city. But for each of them who fails against me…"

"Yes?" asked Fluttershy.

"You shall be added to my arsenal." he continued. Fluttershy burst into tears, and Pinkie Pie gave her a hug to try and relax her friend.

"I accept that bet." Said Techorse with rage, "But I have to warn you, Malthus. I won't go easy on you, and if I catch you, you will be brought to justice."

Twilight charged up a very threatening glow around her horn and said, "And if weapons can't stop you, there's always magic."

"A fine challenge both of you will be." he said calmly, "Let the battle commence." Malthus then stuck both arms out and shot arcs of energy from his hands, engulfing the four ponies in front of him. In addition, the princesses were bound with a curse that prevented them from using their magic. Afterwards the four were teleported to various locations throughout the castle. Twilight was put in the castle library, Techorse in the armory, Fluttershy in the barracks, and Pinkie Pie in the kitchen. The wraith then floated high in the air and pointed down at the princesses.

"When I finish with your students, Celestia, I will claim your sister as my prize. That much dark magic energy will allow me to vaporize Canterlot in one strike!" He then cackled and vanished in a burst of light.

"Sister!" cried Luna, "Don't let him get me! If he absorbs my powers, Equestria is doomed!"

Celestia comforted her sibling, "Don't worry, Techorse has saved us once, and he will do it again."

Fluttershy sat alone in the dark barracks of the castle. 20 green bunk beds lined the walls of the wooden building. It was cold, dark and scary for the timid pony, and immediately chose a bed to hide under.

"Maybe he won't find me here." she said quietly, looking around the bottoms of the other bunk beds.

"Soon the guards will be back, and I'll be safe!"

* * *

A few minutes passed, and not a single guard pony returned to the barracks. Fluttershy continued to wait patiently from underneath the bunk bed, hoping that Techorse had already beaten Malthus and the others were just looking for her. But as time continued to drag on, she knew that they weren't going to arrive anytime soon. Fluttershy grew bored, tired, and thirsty, but she refused to budge from her hiding spot until she was absolutely certain that she was safe. Eventually though, she began to get the urge to use the bathroom. There was actually a latrine all the way down the hallway of the barracks, but it was too distant, and Fluttershy knew the wraith was just waiting for her to get out from under the bed so that he could absorb her. The light yellow Pegasus pony shut her light bluish eyes and covered them with her front legs. She continued to shake like a leaf for five more minutes, but eventually the urge to use the toilet overcame her, and she emerged carefully from underneath the bunk. Turning right, she slowly crept towards the bathroom. A few steps later, she treaded on a loose board, and a horrible creaking noise came from the floor. Fluttershy shot back underneath the bed, not leaving again until she was sure she hadn't attracted Malthus's attention. After another try, she made it to the bathroom and shut the door, locking it tightly. She decided to go as quickly as possible and then return to the bed where it was safe. Finishing her business and flushing the toilet, Fluttershy rapidly returned to the bunk and curled up tightly underneath, her long pink tail tucked in front of her face.

"Finally, I'm safe." she said with a sigh of relief.

"I guess so." agreed Malthus, who was laying next to her on the right. Fluttershy turned her head slowly, and saw the wraith. She opened her mouth to scream, but Malthus quickly smashed his hand over her mouth.

"Tell me Fluttershy." he said, "Are you afraid of the dark?"

Fluttershy, in tears, nodded her head.

"Good."

Malthus released his hand, and then wrapped his smoky body around Fluttershy, who shrieked. Her scream lingered in the air even as her body disappeared into Malthus's cloak, where she vanished forever.

"Too easy." he coughed as he floated out from underneath the bed, "And as expected with an easy target, she didn't provide me with even one useful weapon. Just the ability to tell when I am about to be attacked, something I could have gotten from any old coward." Malthus then laughed and teleported himself out of the barracks to go attack his next victim.

* * *

In the throne room of the castle, Celestia and Luna had heard Fluttershy's scream.

"Fluttershy…" she said slowly, "No…"

Luna leaned over and hugged her sister, knowing there was nothing they could do. Suddenly, a burst of blue light occurred in front of them, and Techorse appeared in front of them. He was holding his self-teleporter in his robotic hands, and had a determined look on his face.

"Techorse!" said a surprised Luna, "How did you get back? Malthus has been inhibiting magic this entire time."

Techorse smiled and said, "Malthus said specifically in his rules that _you_ couldn't help _us_. He didn't say anything about me coming here to defend you, so I teleported out of the library."

"That's very noble of you." said Celestia, "But Twilight Sparkle might be in danger. I know how much you love her, and if anything happened to her, it would crush you."

"Malthus will pay if he hurts my marefriend." said Techorse, "Or any other of my friends."

"He's already absorbed Fluttershy, we heard her scream!" cried the princesses nearly simultaneously.

Techorse's face twisted into absolute anger. Immediately he threw away the metal box he was holding, and the robotic arms shot back into the openings on the sides of his battle saddle. The two twin laser tubes re-emerged, and Techorse shouted with tears welling in his eyes,

"I'm going to blast that wraith into oblivion when he gets here for what he did to Fluttershy!"

Luna cautioned him, "Don't let your anger get the best of you or you shall lose Techorse!"

"Whether I'm mad or not." grunted Techorse in response, "Malthus is done for."

* * *

Five hundred feet away in the castle kitchen, Pinkie Pie sat on the tile floor looking around at all the cooking equipment around her. Behind her were 16 stove burners lined up, ready to accept tea kettles or frying pans. In front of her were four industrial sized ovens for cooking massive feasts for the up to one and a half thousand guests that might be visiting the castle at a time. Dangling from the ceiling were pots and pans of various sizes and metals. And to the right of everything was the entryway to the freezer room, kept cold by an enchantment which required maintenance from a cyromancer unicorn. The place had obviously been remodeled slightly since the last time she had been there, either that or there were now two kitchens in the castle, which would not come as a surprise.

"I forgot how big this place was!" said Pinkie excitedly, "There's so much cooking stuff in here I could make cakes for a million ponies or more!"

A nearby sink dripped slowly, catching Pinkie's attention. As if by some compulsion, Pinkie walked over and turned off the water with her teeth. Suddenly, the familiar black mist flowed from the faucet, and Malthus appeared above her. Pinkie screamed loudly, jumping several feet in the air before taking off running through the kitchen. Malthus laughed and gave chase, dodging the frying pans and kitchen knives Pinkie Pie was tossing back at him as she attempted to flee from him. She was hiding behind one of the stoves right beneath the natural gas pipe which fueled the cooktop. Malthus spotted her, and brought the blade attached to his pointer finger down over the stove. Pinkie rolled away from the slash and got up on her legs before turning around. The blade had cut through the gas line and was spewing the invisible fuel gas through the air at Malthus. Spotting a nearby birthday candle, Pinkie Pie grabbed it with her teeth and lit in on another stove's pilot light. She then threw the candle towards the cut open end of the fuel line.

"Bye bye Malthus!" she said with a grin.

The candle hit the gash and immediately a huge gyser of flame erupted, enveloping Malthus and delivering massive amounts of heat energy over his body. When the fuel for the stove ran out from the combustion, Malthus was glowing a bright white color from the sheer amount of heat he had absorbed.

"You stupid pink pony." He laughed as he raised his arms at her, "Heat is a form of energy I can absorb." Pinkie's face turned to a look of horror as a two jets of fire erupted from the wraith's hands and smacked into her, burning her hair and coat and sending her flying backwards. She smashed into the door of the freezer, and looked with misery at the blackened state of her coat hair. Even her cutie mark was scorched over, hiding the three balloons under a mass of melted hair.

Malthus had returned to his gray and black color, and floated over to the defeated Pinkie Pie. He made sure she could not escape, and then prepared to jump on her to absorb her as well.

"Wait!" shouted Pinkie Pie, standing up on her hind legs and holding her front hooves out. Surprisingly, Malthus agreed to the request. Pinkie Pie then took out a white blindfold with red polka-dots, and tied it around her eyes. She then put a peppermint stick in her mouth and said with a very slight hint of sadness, "Ok, go ahead."

Malthus fell upon her, and within seconds Pinkie disappeared into his body with a puff of black mist. The wraith backed off for a second and said,

"Let's see what weapons this one had to offer."

Immediately, a burst of confetti and firecrackers shot from his arms with a loud horn noise. Malthus looked at the party debris in front of him in shock and muttered,

"Well, that was… undesirable."

* * *

Being trapped in the library would not normally seem like a punishment for Twilight. But now was not a time to read, she had to prepare for her enemy in the best way possible, and that was by keeping her magic ready at all times. Twilight's horn glowed a furious purple as she scanned around the bookshelves, ready at any minute for her opponent.

"_He'll be here any second._" She thought to herself, "_And if he absorbs my power, there's no telling what he could do._"

Twilight heard a slight rustling, and turned around quickly, firing off a tapered bolt of magic energy in the direction of the noise. Immediately a very innocent potted plant was blown up by the highly destructive magic, and the helpless flower was flung on to the library floor. The unicorn pony frowned at the waste of the decorative plant and charged up another shot. Her paranoia was getting the best of her as usual, and she knew that could very well be her downfall. Malthus had in actuality entered the library, but was hiding behind a bookshelf, preparing to ambush Twilight and absorb her before she got a chance to attack.

Twilight said out loud, "Malthus, I know you're there. If you give up, we can work something out."

"I have no intention to work something out." replied Malthus darkly, projecting his voice so as to conceal his location, "My only intention now is to take your powers just as I have taken your friends'."

Twilight charged up another shot and screamed, "If you so much as scratched Fluttershy I'll…"

"You'll what?" interrupted Malthus, "In my opinion Sparkle, you are a mare of all talk and no action. Fight me like a true magic user would."

"Then come out here and fight!" demanded Twilight, grating her teeth.

"As you wish…"

Malthus phased through the bookshelf and immediately used Pinkie Pie's powers against Twilight. Four very large and dangerous bottle rockets streamed from his arms, exploding around Twilight. She lost her focus from the sudden hits, and was thrown to the ground from the explosive force. The purple mare screamed as the light and heat burned her slightly. She got up on her hooves again, and recharged her horn, sparks flying from the tip as she stared at Malthus.

"You took Pinkie!" she shouted, "You're through!"

Twilight tilted her head down slightly and unleashed a barrage of magic bolts. Her magic machine gun blasts missed wildly around Malthus, stirring up a cloud of dust and concealing the wraith inside. Twilight changed spells and began shooting magic missiles into the dust, causing energy explosions inside. After a full minute of bombardment, Twilight stopped firing, and breathed heavily as she watched the cloud, now filled with purple streaks of energy. To her shock, the cloud began moving inwards, and was eventually completely vacuumed up by Malthus, whose glowing yellow eyes now suggested he was smirking inside.

"You seem to have forgotten your knowledge of wraiths. We can absorb any kind of energy, even yours!" he stated with an obnoxious laugh. Malthus then charged Twilight, his right fist glowing with purple energy. Twilight tried to jump out of the way, but was too slow, and was punched in the neck, cutting off her air supply and knocking her down on the floor. The wraith's hand stopped glowing, and he approached Twilight. He picked her up by her striped fantail, and held her above his head, looking into her purple eyes with his golden ones. Twilight considered simply firing straight downwards, but she was too weak to teleport, and she knew any attacks she did now would simply be absorbed as well.

"I'm never going to see Tech or my friends again." she whimpered.

"Don't worry." Comforted the wraith sarcastically,"They will join you soon." He then dropped Twilight, who screamed, and her front legs and head fell down the opening of his hood, followed by her body and hind legs. Malthus moved his "head" down, Twilight's tail still hung out the opening of his cloak. Like a noodle, the tail was sucked in, and Twilight Sparkle was also gone.

"Such great power." he said smoothly, "I must test it."

Aiming his arm at a nearby bookshelf, Malthus accidentally fired off a huge purple bolt, detonating the bookcase and sending multicolored volumes everywhere.

"This will take some getting used to." He confirmed, "I didn't even know magic missiles of this strength were possible. But the perfect way to test these powers is to engage the green pony as well." Malthus snapped his left fingers, and teleported for the throne room. Re-appearing in front of Celestia, Luna, and Techorse, he sort of coughed in shock. He didn't know Techorse had teleported back into the throne room.

"I could have sworn I moved you to the castle armory." he muttered, "But no matter, I'm here to defeat you and take Luna for myself."

Techorse pointed his lasers at the wraith and said, "You're not getting Luna without beating all of us. Remember the rules of your challenge?"

Malthus nodded, "Of course I do. I have defeated each of your friends, Pinkie Pie, Twilight Sparkle, and Fluttershy belong to me now."

Techorse's heart sank as he heard the words ring in his ears. His best friend and lover was now gone for good, and two of his other close friends were lost as well.

"You're dead!" he shouted ominously, opening fire with his laser cannons. Yellow bolts of energy streaked out towards Malthus, hitting the wraith and exploding on him. Malthus grunted and screamed in pain as the electromagnetic bullets hit, damaging what little physical structure he had as a being. To counter, Malthus used Twilight's force field spell to place a purple-colored bubble of energy around himself. The yellow beams of light impacted against the field and started to disrupt the area-effect shield, but weren't doing enough damage to pierce through. In response, Techorse retracted the laser cannons. Malthus took this opportunity and fired a solid beam of purple energy at the inventor. The colt jumped over the blast, and in midair, his saddle opened, and a pair of metal racks emerged, each fitted with a single small missile. Locking on, Techorse fired, and the pair of rockets flew towards Malthus. They hit the shield and exploded powerfully, destroying the sphere of energy and leaving the wraith vulnerable.

The missile racks disappeared temporarily with a mechanical whir, and then re-emerged with a fresh pair of missiles loaded. Firing again, Techorse shot another salvo at the wraith. Malthus panicked and began firing tons of tiny purple blasts of energy, hoping to shoot down the rockets. But he failed, and yelled in pain as he disappeared in two decent-sized explosions. When the smoke cleared, Malthus was missing several shards of himself, giving the appearance that his robe had been torn in several areas.

"It's over Malthus!" shouted Techorse triumphantly, "One more missile and you're finished."

"End this now, Techorse!" encouraged Luna, smiling at her favorite subject's imminent victory.

Techorse stared at Malthus and said, "With pleasure. This is for taking my friends."

Malthus jumped through the air and made a beeline for Techorse. He planned on absorbing him before the colt could deal the finishing blow. In terror, Techorse tried to shoot again, but realized that he had forgotten to reload the missile racks again. Panicking, Techorse switched to his robotic arms and grabbed Malthus by the middle of his. The wraith picked him up into the air and held the colt, who kicked his legs furiously.

"Get him Celestia!" he begged.

"She can't help you now." Chortled the wraith, "The rules forbid it, and accepting a wraith's challenge is binding. Only another ally of hers can save you now."

Suddenly, the throne room doors burst open again, and Arbiter stood in the doorway holding a pearl necklace.

"I found this necklace for you your majesty!" he beamed, hoping to earn her trust. Malthus turned to face Arbiter, and forced his arms onto Techorse's throat. Constricting, he began to choke his enemy.

"Arbiter, back for more I see?" asked Malthus.

Arbiter placed the necklace on the floor and said, "Yes, I'm Arbiter, but I have no idea who you are."

Celestia saw Arbiter and understood that he was the only hope she had left for beating Malthus and saving her sister's life. She knew that Arbiter would go back to being sinister, but the choice was between restoring him to his old state or letting Canterlot be destroyed.

"Arbiter!" she shouted, "I'm going to return your memory to you! You must defeat Malthus!"

Celestia's horn glowed white, and a tiny tornado of energy whirled out and struck Arbiter in the head, knocking off his pirate hat. Immediately all his memories returned to him and he recognized the wraith asphyxiating Techorse.

"Malthus!" he shouted angrily, "Are you back for my other eye?"

"Ah Arbiter, good to see you back to your old state." chuckled the wraith, "I was just about to deal with you after I finish soaking up this colt's powers. This crazy little inventor risked his life to save you and the princesses Arbiter, but sadly, his sacrifice will be a waste." Malthus stuffed Techorse headfirst into the front of his body, absorbing him with a flash of smoke. Luna screamed, and Celestia looked as if she was about to burst into tears.

Arbiter thought, "_Techorse might have been my rival, but Malthus is twenty times more dangerous than he was. If I don't stop him, Equestria is doomed!_" The ex-captain arched his back and scraped his hoof on the ground. The gauntlet to his right drew his favorite longsword, and he pointed it at Malthus.

"You took my eye, and you took my princess' students." he shouted, "I may no longer be the captain of the guard here, but I still have a score to settle with you!"

Two metal tubes extended from Malthus's wrists, "Then to the death, Arbiter. For old time's sake." The wraith started shooting laser beams at the white Pegasus, but Arbiter used his sword to block the shots. Bolts of light bounced everywhere, landing amongst the stone of the castle, breaking windows, and even knocking Luna's crown off by accident. Eventually, Arbiter was able to reflect two bolt back at the cannons, and Malthus lost his guns in a blast of light energy. In rage, Malthus started launching magic missiles at Arbiter, blasting away at him with explosions and beams. Arbiter flapped his wings and flew around the room, dodging the shots. One of the missiles hit a pillar in the room, which fell on top of Malthus, smacking him into the carpet.

Phasing through the wrecked marble column, he shouted at Arbiter, "Get down here and fight me you coward!" With a burst of black-colored electricity, two long blades extended from his pointer fingers. He then gave a loud battle cry and charged Arbiter. The pony smirked in response and gripped his sword tightly with both gauntlets. Wraith blade met Equestrian sword, and sparks flew as the blades clashed together. Malthus got angrier as Arbiter got stronger, slashing more furiously, hoping to catch his soft flesh with his energy blades. The wraith finally roared in rage and lunged forward. Arbiter, remembering what he had seen Techorse do to him earlier, jumped and flapped his wings, lifting him just high enough to have Malthus slide underneath him. Arbiter then landed, spun around quickly, and slashed six times from left to right through Malthus's body. He screamed in agony as the sword made 6 orange slashes through his middle. White light shot out from these fissures, and with one final roar, Malthus detonated, sending multiple large globs of black material onto the floor. The curse was lifted from the princesses, and they walked up to him.

"You did it Arbiter!" said Celestia with joy, "You finally got rid of that monster!"

The black globs on the floor melted away, save for one tiny piece of black smoke, which poured out the window and disappeared. In each black blob was one of the ponies absorbed, including all of the guards Malthus had sucked up. They were unconscious at first, but they were soon awake when Celestia cast a revive spell on them.

"Daylight!" shouted Pinkie Pie, running over to a window and beginning to dance, "sweet precious daylight!"

"It was so dark in there." said Fluttershy, tears still in her eyes.

Twilight stood up and turned to face the princesses, "Thanks for getting us out of there, princess Celestia."

"Yeah, thanks." agreed Techorse, "But how did you break the rules of the challenge?"

"We did not break them!" announced Luna, "Arbiter destroyed Malthus with his sword and freed you all!"

"_WHAT?_" asked all the freed ponies in the room simultaneously.

Arbiter walked up to Techorse, and dropped his sword on the ground. He smiled down at the colt in front of him, and said, "Techorse, by sacrificing yourself to try and save the princesses, you proved to me that you mean nothing but good for this world. Yes, your background as a human is not the best. But, despite everything I tried to do to get rid of you, you still wanted to help me become a better pony. So…" Arbiter's right gauntlet extended out towards Techorse.

"Can you forgive me?"

Techorse gave a small grin, and the saddle on his back hummed as his robotic arms emerged. The right hand reached out from the device, and met Arbiter's gauntlet in one of the most sincere handshakes ever.

"Of course I can forgive you." He answered.

"Arbiter!" said Celestia loudly.

He turned around and asked, "Yes your majesty?"

She continued, "Because you have gained Techorse's forgiveness, you are now free to go."

Twilight walked up to the princess and asked, "Princess Celestia, can Arbiter have his old job back? I don't think there's any place he _can_ go after everything he's done outside the castle."

The princess looked up at her guards, who seemed to be rather displeased with the idea. But she knew Twilight was right, and answered, "Of course. Now, before you go, did you learn anything about friendship today?"

Arbiter barged past Twilight at this point and said, "It was actually I who learned something. A true friend is willing to put himself in harm's way to save his companions. From now on as Captain I will dedicate myself to protecting others. And who knows? Maybe someday I'll make friends of my own who would appreciate a swordspony as a friend."

Techorse wrapped a robotic arm around the captain and said, "I am your friend, Arby. Drop by the castle anytime."

"Arby?" giggled Pinkie, "That's a great nickname!"

Arbiter turned to Techorse and laughed, "My older brother used to call me that! Come here, lad." The larger white Pegasus grabbed Techorse and gave him a manly hug.

Fluttershy smiled at the sight, "Aw, how sweet."

* * *

After a break to clean up, Techorse, Twilight, Fluttershy, and Pinkie Pie left the castle the same way they had last time Arbiter was captain. They were being watched from above by Arbiter, Jools, and Jops. Arbiter was wearing a cape again, this time a brilliant royal purple, as he watched the ponies leave.

He said, "That colt has a lot of strength in him despite his past. I expect to see great things out of him in the future. For now though, he must return to his home to guard Ponyville. But someday, I want to spar with him again, as friends."

Jools and Jops looked at each other with slightly worried expressions. Arbiter realized something and said to them, "Isn't it time for your break? My first act was to establish a half hour break for each guard under my orders, and it's your turn."

"Really sir?" asked Jools eagerly.

Arbiter nodded with a smirk, and the two guards left him to watch the ponies leave.

Techorse said to Twilight, "I love you."

"I love you too!" she replied, kissing him gently on the forehead.

"Now about your family…"

Twilight grinned nervously, "What about my family?"

Techorse laughed and said, "I think you need to introduce me sometime to your parents and your brother. They'd be proud of you for getting me as a coltfriend."

Pinkie Pie laughed as Twilight took a playful swing at him. Despite everything that had happened today, they had gained a new ally from what at first had appeared to be an old enemy. But as they walked away to find a safe place to teleport home, a small wisp of black smoke flowed away from the castle down a nearby river. Perhaps Captain Arbiter would have to face his enemy again someday.

The End


End file.
